Body and Mind Completes Oversubscribed CAD$10 Million Financing

Vancouver, British Columbia – May
20, 2019 – Body and Mind Inc. (“BaM” or the “Company”) (CSE: BAMM) (OTC Pink:
BMMJ), a
multi-state operator with assets in Nevada, California, Ohio and Arkansas, is
pleased to announce it has closed its previously announced private placement offering
with M Partners Inc., as lead agent, together with a syndicate of agents
including PI Financial Corp. (collectively, the “Agents”), for 11,780,904 units
of the Company (the “Units”) at a price of CAD$1.25 per Unit for gross proceeds
of CAD$14,726,130 (the “Offering”).

Robert Hasman, President of Nevada Medical Group and a
director of BaM commented, “The financing was originally planned for gross
proceeds of up to CAD$10 million and we are extremely pleased with the
increased interest which will allow us to accelerate our growth as a
multi-state operator. We have developed multiple platforms to leverage our
significant cannabis experience in Nevada and expand our quality brands. We
look forward to advancing our numerous projects including facility expansion
and construction, optimization, state licensing opportunities and acquisitions.”

Each Unit is comprised of one
common share of the Company (each, a “Share”) and one common share purchase
warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder
thereof to acquire one common share of the Company (each, a “Warrant Share”) at
an exercise price of CAD$1.50 per Warrant Share for a period of 48 months following
the closing date, subject to adjustment in certain events.

The Agents received a cash commission
on the sale of the Offering to non-U.S. persons of CAD$793,937.50. The Agents also received as additional
consideration 635,150 non-transferable broker warrants (each, a “Broker
Warrant”). Each Broker Warrant entitles
the holder thereof to acquire one Unit of the Company at an exercise price of
CAD$1.25 per Unit for a period of 48 months following the closing date. M Partners Inc. also received a corporate finance fee of CAD$84,750 inclusive
of applicable taxes.

The net proceeds received by the Company from the Offering
will be used for expanding production capacity, building out dispensaries,
expansion of operations and for working capital and general corporate
purposes.

The Shares, Warrants and Broker Warrants and any
Shares, Warrants and Warrant Shares issued upon exercise of the Warrants and
Broker Warrants (collectively, the “Securities”) issued pursuant to the
Offering have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the “U.S. Securities Act”) or any state securities laws of
the United States. Accordingly, the
Securities of the Company may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons unless registered under
the U.S. Securities Act and applicable state securities laws or pursuant to an
exemption from the registration requirements of the U.S. Securities Act and
applicable state securities laws. This
news release does not constitute an offer to sell or a solicitation of an offer
to buy any of the securities of the Company.

The Securities issued pursuant to the Offering are “restricted
securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and
contain the appropriate restrictive legends as required under the U.S.
Securities Act. In addition, the Securities
are subject to a statutory hold period in Canada of four months and one day
following the closing date in accordance with applicable Canadian securities
laws, which shall expire on September 18, 2019.

Neither the Canadian Securities Exchange nor its
Market Regulator (as that term is defined in the policies of the Canadian
Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.

For
more information please contact:

Body
and Mind Inc.

Michael
Mills

Tel:
800-361-6312

mmills@bamcannabis.com

About Body and Mind Inc.

BaM is a publicly traded company investing in high
quality medical and recreational cannabis cultivation, production and retail.
Our wholly-owned Nevada subsidiary was awarded one of the first medical
marijuana cultivation licences and holds cultivation and production licenses.
BaM products include dried flower, edibles, oils and extracts as well as GPEN
Gio cartridges and Lucid Mood offerings. BaM cannabis strains have won numerous
awards including the 2019 Las Vegas Weekly Bud Bracket, Las Vegas Hempfest Cup
2016, High Times Top Ten, the NorCal Secret Cup and the Emerald Cup.

BaM continues to expand operations in Nevada,
Arkansas, Ohio and investment in California and is dedicated to increasing
shareholder value by focusing time and resources on improving operational
efficiencies, facility expansions, state licensing opportunities as well as
mergers and acquisitions.

Except for the statements of historical fact contained
herein, the information presented in this news release constitutes
“forward-looking statements” as such term is used in applicable United States
and Canadian laws. These statements relate to analyses and other information
that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.

Any other statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or performance (often,
but not always, using words or phrases such as “expects” or “does not expect”,
“is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or
“intends”, or stating that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved) are not statements
of historical fact and should be viewed as “forward-looking statements”.

Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks and other factors
include, among others, the actual results of activities, variations in the
underlying assumptions associated with the estimation of activities, the
availability of capital to fund programs and the resulting dilution caused by
the raising of capital through the sale of shares, accidents, labor disputes
and other risks. Although the Company has attempted to identify important
factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will
prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements contained in this
news release and in any document referred to in this news release.

Certain matters discussed in this news release and
oral statements made from time to time by representatives of the Company may
constitute forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
achieved. Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from those
projected. Many of these factors are beyond the Company’s ability to control or
predict. Important factors that may cause actual results to differ materially
and that could impact the Company and the statements contained in this news
release can be found in the Company’s filings with the Securities and Exchange
Commission. The Company assumes no obligation to update or supplement any
forward-looking statements whether as a result of new information, future
events or otherwise. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy securities.